Exhibit 10.3

                    FIRST AMENDMENT OF TRANSACTION AGREEMENT


         This First Amendment of Transaction Agreement (this "Agreement") is
entered into as of September 30, 2004, by and among Boston Scientific
Corporation, a Delaware corporation ("Parent"), Nemo I Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"),
Rubicon Medical Corporation, a Delaware corporation (the "Company"), and Richard
J. Linder ("Linder") (in his capacity as Stockholders' Representative). Parent,
Purchaser, the Company and Linder are sometimes referred to herein collectively
as the "Parties" and individually as a "Party."

         A. The Parties have entered into a Transaction Agreement dated as of
October 29, 2003 (the "Transaction Agreement") providing, among other things,
for the purchase by Parent of 1,090,147 shares of the Preferred Stock of the
Company and for Purchaser to acquire all the outstanding capital stock of the
Company in accordance with the Transaction Agreement in the event Parent or
Purchaser exercises its option rights under certain option agreements entered
into with the Controlling Stockholders of the Company. Capitalized terms used in
this Agreement shall, unless otherwise defined or unless the context otherwise
requires, have the same meaning as capitalized terms in the Transaction
Agreement.

         B. Article V of the Transaction Agreement provides for Earn-out
Payments to the Earn-out Recipients upon the achievement of Milestone 2 and
Milestone 3, subject, among other things, to the exercise by Parent or Purchaser
of their option rights.

         C. The Parties by this Agreement wish to amend the Transaction
Agreement to extend the time for performance under Milestone 3 by 18 months.

         NOW, THEREFORE, for and in consideration of the mutual undertakings and
promises set forth below, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties hereby agree
as follows.

         Definition of Milestone 3. The definition of "Milestone 3" in Section
1.01 of the Transaction Agreement is hereby deleted in its entirety and replaced
with the following:

         "Milestone 3" means the date on which one of the following conditions
has been satisfied:

         (A)      On or before March 31, 2006, (i) the Disinterested Physicians
                  meet and use the Clot Retrieving Device in a vascular bench
                  model and the Disinterested Physicians unanimously agree that
                  such Clot Retrieving Device is superior to the Comparative
                  Devices and (ii) the Disinterested Physicians test such Clot
                  Retrieving Device in an animal model and unanimously agree
                  that such Clot Retrieving Device is superior to the
                  Comparative Devices; or

         (B)      The Disinterested Physicians (i) on or before March 31, 2006,
                  determine that the Clot Retrieving Device would be superior to
                  the Comparative Devices with commercially reasonable and
                  technically feasible additional development, (ii) on or before
                  June 30, 2006, retest such Clot Retrieving Device in the same
                  vascular bench and animal models and (iii) on or before June
                  30, 2006, unanimously determine that such Clot Retrieving
                  Device is superior to the Comparative Devices.

                  For purposes of clause (A) and (B) above, the Clot Retrieving
         Device shall be "superior" to the Comparative Device if it is
         determined to be equal to the Comparative Device in all, and better
         than the Comparative Device in one, of the following categories: ease
         of use, safety and efficacy.

         Milestone 3 Earn-out Payments. Section 5.04 of the Transaction
Agreement is hereby deleted in its entirety and replaced with the following:

SECTION 5.04. Milestone 3 Earn-out Payments.

         (b)      As additional consideration to the Earn-out Recipients, upon
                  the later to occur of (i) the achievement of Milestone 3 or
                  (ii) the Effective Time, provided that Milestone 3 has been
                  achieved, Parent shall pay or cause to be paid to each
                  Earn-out Recipient as soon as practicable thereafter, either
                  (x) a number of shares of Parent Common Stock having a value
                  (based on the Average Parent Stock Price prior to the date of
                  payment) equal to the number of shares of Common Stock
                  purchased by Parent or Purchaser from such Earn-out Recipient
                  pursuant to the Option or the Offer or converted into the
                  right to receive Consideration pursuant to Section 4.04
                  multiplied by $0.50 or (y) an amount of cash equal to the
                  number of shares of Common Stock purchased by Parent or
                  Purchaser from such Earn-out Recipient pursuant to the Option
                  or the Offer or converted into the right to receive
                  Consideration pursuant to Section 4.04 multiplied by $0.50
                  (such payments calculated pursuant to either clause (x) or
                  (y), the "Milestone 3 Earn-out Payment"). Parent shall have
                  the right to determine whether the Milestone 3 Earn-out
                  Payment takes the form provided for in (x) or (y), but shall
                  provide the same form of compensation to all Earn-out
                  Recipients. Notwithstanding the foregoing, to the extent the
                  achievement of Milestone 3 occurs before Parent has exercised
                  an Option, upon exercise of an Option, the Cash Consideration
                  or Exchange Ratio, as applicable, shall include the amount of
                  the Milestone 3 Earn-out Payment owing pursuant to this
                  Section 5.04.

         (c)      For each of the tests referred to in Milestone 3, all of the
                  devices that are being tested in such test shall be tested by
                  each Disinterested Physician in the same test fixtures/models
                  during the same testing session. The Company and Parent shall
                  agree on which models will be used on or before July 1, 2005,
                  and the Company shall be granted reasonable access to those
                  models for the purpose of preparing its devices for
                  satisfaction of Milestone 3. The Company and Parent also agree
                  as follows:

                  (i)      On or before June 15, 2005, Parent and either the
                           Company, if the Disinterested Physicians are selected
                           prior to the exercise of an Option, or the Former
                           Stockholders Committee, if the Disinterested
                           Physicians are selected after the exercise of an
                           Option, shall by mutual agreement select the
                           Disinterested Physicians. If Parent and either the
                           Company or the Former Stockholders Committee, as the
                           case may be, are unable to agree on the Disinterested
                           Physicians by June 15, 2005, Parent shall appoint one
                           of the Disinterested Physicians, the Company or the
                           Former Stockholders Committee, as the case may be,
                           shall appoint another of the Disinterested Physicians
                           and such Disinterested Physicians designated by
                           Parent and the Company or the Former Stockholders
                           Committee, as the case may be, shall select by mutual
                           agreement, within 10 business days of their
                           selection, the third Disinterested Physician who is
                           not affiliated with either the Company or Parent,
                           including as a medical director, consultant or
                           employee.

                  (ii)     On or before July 15, 2005, Parent and the Company or
                           the Former Stockholders Committee, as the case may
                           be, shall agree on the method of testing to be used,
                           the fixtures and models to be used in the testing,
                           the Comparative Devices to be used in the testing and
                           the location of testing (such determinations, the
                           "Testing Parameters"); provided, that the test of the
                           Clot Retrieving Device in the animal model shall be
                           performed at the Barrow Neurological Institute in
                           Phoenix, Arizona or another location mutually
                           acceptable to Parent and the Company or the Former
                           Stockholders Committee, as the case may be, and the
                           test of the Clot Retrieving Device in the vascular
                           bench model shall be performed at a neutral third
                           party facility. If Parent and the Company or the
                           Former Stockholders Committee, as the case may be,
                           are unable to agree on the Testing Parameters by July
                           15, 2005, then the Disinterested Physicians shall
                           select, by majority vote, on or before September 1,
                           2005, between each item of the Testing Parameters
                           proposed by Parent and each item of the Testing
                           Parameters proposed by the Company or the Former
                           Stockholders Committee, as the case may be. When
                           Parent and the Company (or the Former Stockholders
                           Committee) or the Disinterested Physicians, as the
                           case may be, determine the models to be used in the
                           testing, the same models shall be made available to
                           the Company, the Former Stockholders Committee (if
                           applicable) and Parent for testing at reasonable
                           times and locations. After coordinating with the
                           Disinterested Physicians and upon not fewer than 60
                           days advance notice, the Company or the Former
                           Stockholders Committee, as the case may be, shall
                           notify Parent of the date, time, place, and
                           parameters of any scheduled test.

                  (iii)    Immediately following each test, each of the
                           Disinterested Physicians shall prepare a report
                           summarizing the test, stating such Disinterested
                           Physician's opinion as to the superiority of the Clot
                           Retrieving Device over the Comparative Devices in
                           each of the following categories: ease of use, safety
                           and efficacy, and, if necessary, identifying in such
                           Disinterested Physician's independent opinion any
                           commercially reasonable and technically feasible
                           additional developments to the Clot Retrieving Device
                           that would render the Clot Retrieving Device superior
                           to the Comparative Devices. The Company or the Former
                           Stockholders Committee, as the case may be, may
                           schedule any number of tests and retests on or before
                           March 31, 2006 and any number of retests on or before
                           June 30, 2006.

                  (iv)     The costs and expenses of the Disinterested
                           Physicians shall be borne equally by Parent and the
                           Company; provided that Parent shall not be obligated
                           to contribute any monies for more than an aggregate
                           of five tests and retests.

         Entire Agreement. Except as expressly amended by this Agreement, the
Transaction Agreement shall continue in full force and effect.

         Counterparts. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

         Public Announcements. The initial press release or releases relating to
this Agreement shall have been agreed to by each of Parent and the Company.
Thereafter, (a) unless otherwise required by Law, the Company shall not issue
any press release or otherwise make any public statements with respect to this
Agreement without the prior written consent of Parent and (b) unless otherwise
required by Law or the requirements of the NYSE, Parent shall not issue any
press release or otherwise make any public statements with respect to this
Agreement without the prior written consent of the Company.

         Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
this Agreement is not affected in any manner materially adverse to any party.
Upon such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that this Agreement
be consummated as originally contemplated to the fullest extent possible.

         Further Assurances. Each Party shall execute such additional documents
and take such further actions as may reasonably be requested by any other Party
to carry out the purposes of this Agreement or to more fully vest in the
requesting Party the rights intended to be conferred by this Agreement.

         Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware. All actions and proceedings
arising out of or relating to this Agreement shall be heard and determined
exclusively in any Delaware state or federal court sitting in Wilmington,
Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of
any state or federal court sitting in Wilmington, Delaware for the purpose of
any Action arising out of or relating to this Agreement brought by any party
hereto, and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the Transactions may not be enforced in or by any of the
above-named courts.

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         IN WITNESS WHEREOF, Linder has executed this Agreement as of the date
first written above and the other Parties have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.


                                                 BOSTON SCIENTIFIC CORPORATION


                                                 By /s/ Lawrence C. Best
                                                 -------------------------------
                                                 Name:  Lawrence C. Best
                                                 Title: Chief Financial Officer


                                                 NEMO I ACQUISITION, INC.


                                                 By /s/ Lawrence C. Best
                                                 -------------------------------
                                                 Name:  Lawrence C. Best
                                                 Title: Chief Financial Officer


                                                 RUBICON MEDICAL CORPORATION


                                                 By /s/ Richard J. Linder
                                                 -------------------------------
                                                 Name: Richard J. Linder
                                                 Title: President/CEO


                                                  /s/ Richard J. Linder
                                                 -------------------------------
                                                 Richard J. Linder